SABRATEK CORP
SC 13D, 1996-09-30
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                SCHEDULE 13D

                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          (AMENDMENT NO. ________)*


                            Sabratek Corporation
  -------------------------------------------------------------------------
                              (Name of Issuer)

                                Common Stock
  -------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 78571U 10 8
               ----------------------------------------------
                               (CUSIP Number)

                    MSI, Inc., Building 31, Olney Avenue,
  Cherry Hill, New Jersey  08034 Attention: Richard Baron -  (609) 424-5600
  -------------------------------------------------------------------------
         (Name, Address and Telephone Number of Person Authorized to
                     Receive Notices and Communications)

                                June 21, 1996
               ----------------------------------------------
           (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.

Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>   2


                                 SCHEDULE 13D


CUSIP NO.   78571U 10 8                          PAGE       OF        PAGES
          ----------------                            ---     ------
================================================================================
1      NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       MSI, Inc.                I.R.S. I.D.#:  11-2718-528
- --------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a)  / /
                                                                      (b)  / /

- --------------------------------------------------------------------------------
3      SEC USE ONLY


- --------------------------------------------------------------------------------
4      SOURCE OF FUNDS*


            WC           
- --------------------------------------------------------------------------------
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED            / /
       PURSUANT TO ITEMS 2(d) OR 2(e)

- --------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OF ORGANIZATION

                               
- --------------------------------------------------------------------------------
 NUMBER OF       7      SOLE VOTING POWER
  SHARES                
BENEFICIALLY            758,633
 OWNED BY        ---------------------------------------------------------------
   EACH          8      SHARED VOTING POWER
 REPORTING
PERSON WITH             0               
                 ---------------------------------------------------------------
                 9      SOLE DISPOSITIVE POWER    
    
                        758,633
                 ---------------------------------------------------------------
                 10     SHARED DISPOSITIVE POWER

                        0          
- --------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           758,633
- --------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                       / /
       EXCLUDES CERTAIN SHARES*

- --------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       9.41% 
- --------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON IN


       CO        
- --------------------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
        INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
    (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

                                                                       2 OF 7


<PAGE>   3
Item 1. Security and Issuer.

     This statement on Schedule 13-D, dated September 30, 1996, filed by MSI,
Inc., a Delaware corporation, relates to the common stock, par value of $.01
per share (the "Sabratek Common Stock"), of Sabratek Corporation, a Delaware
corporation (the "Issuer" or "Sabratek").  The principal executive offices of
the Issuer are located at 5601 West Howard Street, Niles, Illinois  60714.  All
capitalized terms used herein shall have the definitions set forth in the
Schedule, except as may otherwise be provided herein.

Item 2. Identity and Background.

     This statement is being filed by MSI, Inc. ("MSI"), a Delaware corporation
engaged in the business of pharmaceutical distribution.   The principal palace
of business and principal offices of MSI are located at Building 31, Olney
Avenue, Cherry Hill, New Jersey 08034.

     During the last five years, none of the officers and directors of MSI has
ever been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has MSI or any of its officers and directors been
party to a civil proceeding of a judicial or administrative body of competitive
jurisdiction as a result of which MSI was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     MSI acquired a warrant to purchase 318,668 shares of Sabratek Common Stock
in connection with the sale of Series A Preferred Stock of the Issuer.  MSI
also acquired 439,965 shares of Sabratek Common Stock with its working capital.

Item 4.  Purpose of Transaction.

      NONE


<PAGE>   4


Item 5. Interest in Securities of the Issuer.

     As of September 30, 1996, MSI is deemed to beneficially own 758,633 shares
of Sabratek Common Stock (approximately 8.721% of the Sabratek Common Stock
outstanding), which includes 318,668 shares subject to a warrant exercisable
immediately.  The percentage of Sabratek Common Stock outstanding is calculated
based upon information contained in the Issuer's Form 10-Q for the quarter
ended June 30, 1996 as filed pursuant to the Securities Exchange Act of 1934,
as amended.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.

         NONE

Item 7.  Material to be Filed as Exhibits.

         NONE



                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated:  September 30, 1996

                                          MSI, INC.

                                     By:   /s/ Richard A. Baron
                                          -----------------------------
                                          Name:  Richard A. Baron
                                          Its:   Vice President-Finance


                                     -2-


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